The UK cryptoasset offer thresholds nobody quotes: reg. 11 and Schedule 1
The strand of the UK regime that is not about permissions
Almost all UK cryptoasset readiness work is permissions work: which of the activity heads inserted by the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 (SI 2026/102) you carry on, and therefore what you apply for at the gateway. That is the right first question. But the instrument also carries a public offers and admissions strand with its own thresholds, and a firm that raises by token sale can clear the permission analysis and still walk into a disclosure obligation it never modelled.
The figures, as they appear in the instrument
Four numbers and one mechanism sit across regulation 11 and Schedule 1:
- reg. 11(1)(b) — a total consideration figure of GBP 500,000, which triggers the disclosure obligation attaching to exempt offers;
- Schedule 1, paragraph 1 — a de minimis offer exception at GBP 1,000,000;
- Schedule 1, paragraph 3 — an exception for offers made to fewer than 150 persons;
- Schedule 1, paragraph 4 — an exception where the minimum subscription per investor is GBP 100,000;
- reg. 11(3), read with Schedule 1 paragraph 8 — aggregation of connected offers over a 12-month period.
Those are the figures as the instrument states them. Each exception carries conditions in its own paragraph text, and this article deliberately does not restate them: if you are relying on one, read the paragraph, because the condition and not the number is what you will be asked to evidence.
Aggregation is the limb that catches people
Read on their own, the thresholds look generous for an early-stage raise. The 12-month aggregation mechanism is what changes the picture. A raise structured as a sequence of small offers is not automatically a sequence of separate offers for these purposes, and a plan built on staying under a figure three times in a year should be tested against the aggregation rule before it is built rather than after. This is a modelling exercise — offer sizes, timing, who is being offered to — and it is cheap to do early and expensive to unwind late.
An offer exception is not a permission exception
The two reliefs are different regimes and it is worth keeping them apart in your own file. Falling within a Schedule 1 exception says nothing about whether your activity is a specified activity. The activity heads sit at articles 9M, 9N, 9S, 9T, 9W, 9Y and 9Z6 — seven articles, but nine specified activities, because article 9N(1) has two limbs and 9Y has two paragraphs, each separately a specified kind of activity. Published counts differ on exactly this point; both the seven and the nine are defensible depending on whether you are counting articles or activities.
There is also a relief on the activity side that is easy to confuse with the offer exceptions: article 9V(1)(f) excludes the private sale of self-minted tokens where the sole purpose is the seller's own capital raising. That is an exclusion from a specified activity, not from a disclosure obligation. A raise can need one, the other, both or neither, and the analysis has to be run twice.
When this actually bites
Regulation 1(2) sets full commencement at 25 October 2027. Regulation 1(3) has already brought parts of the SI into force — from 21 days after it was made in February 2026 — for FCA rule-making and to enable applications to be made and determined. So the statutory power to apply predates the gateway itself by some months.
On the gateway, one framing correction worth carrying: the dates are not in the SI. They come from an FCA direction under regulation 52, published 20 February 2026, running from 9:00am on 30 September 2026 to 11:59pm on 28 February 2027. Regulation 52(5) is explicit that such a direction does not prevent applications being made outside that period. Nothing closes on 28 February 2027. What ends is eligibility for the regulation 53 saving — and the FCA has said it will not expedite a late application, which is a practical constraint rather than a legal bar.
Confirm the perimeter has not moved
HM Treasury published a draft amending SI on 21 April 2026, with submissions closing 22 May 2026. As at the date of this article it had not been made. Its main effect is on stablecoin transfer and exchange rather than on offers, but the general point stands for anyone advising off the made instrument alone: check the changes feed for SI 2026/102 and check whether the amending instrument has been made before you rely on a perimeter read.
The checklist behind this article
Our UK gateway readiness checklist works through the authorisation file item by item, each cited to its regulation, article or policy statement, with every figure marked as instrument text or as reporting of it, and the still-unpublished items — the application fee among them — marked as open rather than filled in with a guess. USD 149, with updated editions free as the position develops.
If you are a single-activity firm doing a conventional raise, the checklist is enough on its own. The 48-hour gap check is for the harder cases — staged or connected offers, an existing MLR registration, or an activity map where the exclusions in Chapter 2B may be doing real work.